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Legal professional privilege (LPP) is a core legal protection that permits [ insert organisation’s name ] to resist producing evidence to a third party or the court. It enables the organisation to seek expert legal guidance, setting out all pertinent facts to our legal advisers without concern that they will later be revealed and used against us. This short guide sets out what legal professional privilege (LPP) is and how we can best preserve it. 1 What is legal professional privilege? LPP is an umbrella term covering: legal advice privilege (LAP) litigation privilege LPP safeguards the confidentiality of written and verbal communications between lawyers and clients. It is a fundamental entitlement, allowing a party to withhold material from disclosure to any third party or a court. Legal advice privilege Legal advice privilege applies to all confidential communications between a client and their lawyer made for the
Please click to access the Precedent. Please note this register has been created in Excel, and therefore it cannot be downloaded into Word. For detailed guidance on completing a legal risk register, see Practice Note: How to create a legal risk register. However, a concise summary is set out briefly below. What is a legal risk register? A legal risk register is a means of gathering and overseeing all legal risk information in a single location. To produce an effective and reliable register, you must first determine the legal risks your organisation encounters. Understanding your organisation’s risk appetite is also highly advantageous. The register then lets you classify each risk appropriately, assign a score to it, and choose mitigation measures and actions. Separate Precedents exist for a general risk register and for a privacy risk register-see Precedents: Risk register and Privacy risk
[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have served as English law counsel to [ insert name of lender ] (the Lender) in relation to the provision of finance to [ insert name of borrower, company number and registered office ] (the Borrower) comprising a [ term loan and revolving credit facility ] [ describe facilities ] of £[ insert amount ] (the Transaction), and to the negotiation, drafting, execution and completion of the documents specified in Schedule 1 (Documents examined), Paragraph 1 (Opinion Document) (the Opinion Document). We deliver this opinion letter to you, the Lender, pursuant to [ Schedule 2 ] (Conditions Precedent) of the facility agreement between the Lender and the Borrower dated [ insert date ]
[ Headed notepaper of law firm issuing the opinion ] [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] Facility Agreement dated [ insert date ] made between [ insert name of lender ] (the Lender) and [ insert name of borrower ] (the Borrower) (the Facility Agreement) We refer to clause [ insert number of clause which requires delivery of legal opinion ] of the Facility Agreement, which requires the delivery of a legal opinion. This opinion is provided in satisfaction of that requirement. Unless expressly defined in this opinion, terms defined in the Facility Agreement carry the same meanings when used herein. This opinion is governed by English law and is subject to the exclusive jurisdiction of the courts of England. 1 Background 1.1 This opinion concerns the English law aspects of a transaction (the
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Option 1—self-proving execution by a corporate member signing on behalf of a limited liability partnership in the presence of a witness Executed for and on behalf of [ insert name of LLP ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] acting for [ insert name of corporate member ], as Member ( Signature) ________________________ Full name of signatory (please print) ________________________ City ________________________ Date of signing ________________________ Before ________________________ Witness Witness ( Signature) ________________________ Witness Name ( Please Print) ________________________ Witness Address ________________________ Option 2—self-proving execution by two corporate members signing on behalf of a limited liability partnership in the presence of a witness Executed for and on behalf of [ insert name of LLP ] by...
Option 1—self-proving execution by one corporate director or secretary in the presence of a witness Signed duly on behalf of [ Name of Company ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] acting for and on behalf of [ insert name of corporate director......
Subscribed for and on behalf of [ insert name of LLP ] by ________________________ [ Director OR Secretary OR Authorised Signatory ], duly representing [ insert name of corporate member ], as Member ( Signature) ________________________ Full name (please print) of the signatory at _____________________ (city) on _____________________ (date of signing)......
Subscribed by Signed by [ insert name of individual ] as [ General Partner OR Authorised Signatory ] for and on behalf of [ insert name of limited partnership ] ________________________ [ General Partner OR Authorised Signatory ] ( Signature) at______________________ (city) on______________________ (date of signing) before ______________________ Witness ( Signature) ______________________ Witness Name ( Please Print) ______________________ Witness Address _______________________......
Signed for and on behalf of [ insert name of the Firm ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] for and on behalf of [ insert name of corporate partner ], as Partner ( Signature) ________________________ Full Name of signatory ( Please Print) at______________________ (city) on______________________ (date of signing) before ______________________ Witness ( Signature) ______________________ Witness Name ( Please Print) ______________________ Witness Address _______________________......
Subscribed for and on behalf of [ insert name of limited partnership ] [ Director OR Secretary OR Authorised Signatory ], acting for and on behalf of [ insert name of corporate partner ], as General Partner ( Signature) ________________________ Full Name of signatory ( Please Print) ________________________ Signed at ______________________ (city) on ______________________ (date of signing) in the presence of ______________________ Witness ( Signature) ______________________ Witness Name ( Please Print) ______________________ Witness Address _______________________ ......
Subscribed by [ insert name of individual ], acting as [ General Partner OR Authorised Signatory ], for and on behalf of [ insert name of limited partnership ] ________________________ [ General Partner OR Authorised Signatory ] ( Signature) in________________________(city) dated________________________ (date of signing)......
Subscribed for and on behalf of [ insert name of the Firm ] Executed by ________________________ [ Director OR Secretary OR Authorised Signatory ], representing [ insert name of corporate partner ] as Partner. Signature ________________________ Full name of signatory ________________________ at ________________________ (city) on ________________________ (date of signing)......
Subscribed for and on behalf of [ insert name of limited partnership ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] for and on behalf of [ insert name of corporate general partner ], as General Partner ( Signature) ________________________ Full name of signatory (please print) at________________________(city) on________________________ (date of signing)......
Subscribed for and on behalf of [ Name of Company ] signed by ________________________ [ Director OR Secretary OR Authorised Signatory ] for and on behalf of [ insert name of corporate director or secretary ], as [ Director OR Secretary ] ( Signature) ________________________ Full name of signatory (please print) at______________________ (city) on______________________ (date of signing)......
Counter-notice under section 26(6) of the Landlord and Tenant Act 1954 To: [ name of tenant ] of [ address ] (the Tenant) From: [ name of landlord ] of [ address ] (the Landlord) Lease of [ description of property ] (the Property) Further to your request dated [ date ] seeking a renewed tenancy of the Property, [ I OR we ] hereby notify you that [ I OR we ] intend to contest any application to the court for the grant of a new tenancy, relying on the following ground(s) set out in section 30 of the Landlord and Tenant Act 1954: [ insert relevant paragraphs of section 30(1) ]. Dated: [ date ] Signed: ( [ For and on behalf of the ] Landlord) [ Acknowledgement of receipt of a notice, the above being a true copy. ] Dated: [ date ] Signed: ( [ For and on behalf of the ]...
This corporate criminal liability risk management plan documents the actions we have taken to design and roll out suitable measures to manage corporate criminal liability risks within [ insert organisation name ]. It addresses six key areas: risk assessment; risk-based measures; top-level commitment; due diligence; communication and training; and monitoring and review. 1 Risk assessment Carry out a risk assessment. Action Comment □ Pinpoint senior managers and define the breadth of their authority. [ Add any notes you wish to include in connection with this action point ] □ Examine governance processes. [ Add any notes you wish to include in connection with this action point ] □ Evaluate the offences encompassed by corporate criminal liability provisions. [ Add any notes you wish to include in connection with this action point ] □ Review day-to-day operational risk factors, eg around senior...
Date: [ insert date ] 1 Introduction The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) aims to bolster the UK’s response to economic wrongdoing. It is designed to strengthen the UK’s fight against economic crime. A standout change for commercial organisations is the broadened basis on which companies can be criminally liable for misconduct by senior managers, extending corporate responsibility for their actions. 1.1 What’s the issue? Since 1971, the courts’ identification doctrine has set the test for treating a natural person’s actions and state of mind as those of a legal person. It has been the principal route for attributing criminal responsibility to corporate bodies. Under this approach, only when the ‘directing mind and will’ of a company committed the offence could liability attach to the corporate itself; in practice, this largely captured the managing director or owner when actively running the...
Greener and More Efficient HGVs in Road and Multimodal Transport Agreements Under this Precedent, contracting carriers must deploy energy-efficient vehicles for all road carriage within a transport agreement, or, alternatively, stipulate that a set proportion of road journeys will be carried out using green heavy goods vehicles ( HGVs). The sustainability provisions were developed by The Chancery Lane Project ( TCLP) as ‘ Greener and More Efficient HGVs in Road and Multimodal Transport Agreements’ and are linked to on TCLP’s website below. For comprehensive guidance on contracting for the use of energy-efficient HGVs, please consult the TCLP clause. TCLP is the codename for a focused, collaborative endeavour by lawyers across the globe to create new contracts and model laws aimed at tackling climate change. For further details, see:...
This Precedent offers a framework to compare a contractor’s carbon footprint with the market...
Precedent senior manager identification spreadsheet This spreadsheet is intended to capture the initial stage of your corporate criminal liability risk assessment—pinpointing your senior managers and the extent of their authority. It enables you to target training and other risk controls where they will have most effect. It is meant to be used in conjunction with Precedent: Corporate criminal liability—risk assessment. The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) widened corporate criminal liability for the conduct of senior managers. The practical consequence is that commercial organisations are far more vulnerable to committing criminal offences than at any point previously......
1 Introduction 1.1 [ Insert organisation name ] is proud of how we run our affairs. Our Code of ethics sets out the principles and rules that govern our operations. It binds everyone here. Please read the Code carefully, ensure you understand it, and let it steer your day‑to‑day work. If you are unsure about the Code or how it applies, speak with [ insert, eg your manager ] 1.2 [ Insert organisation name ] operates a zero‑tolerance policy on employees engaging in criminal conduct 1.3 From 26 December 2023, under the Economic Crime and Corporate Transparency Act 2023, if a senior manager, acting within their actual or apparent authority, commits a relevant offence, the organisation is likewise guilty of that offence 2 Senior manager 2.1 A senior manager is an individual who plays a pivotal role in: ...
1 Introduction 1.1 We have carried out an organisation-wide review of exposure to corporate criminal liability risks. This was undertaken by engaging key stakeholders, including the organisation’s senior figures. Many of the risks mirror those already highlighted through our crime-prevention compliance frameworks, including risk assessment procedures under the Bribery Act 2010, facilitation of tax evasion, failure to prevent fraud, anti-money laundering ( AML), counter-terrorist financing ( CTF), counter-proliferation financing, etc. We also evaluated broader corporate criminal liability risks as part of this exercise. 1.2 This document sets out the risks assessed, the conclusions reached, and the actions we deem necessary arising from the review. 1.3 The review considered: 1.3.1 who qualifies as a ‘senior manager’ and the extent of their authority; 1.3.2 our governance and oversight arrangements; 1.3.3 the offences captured by the corporate criminal liability provisions within the Economic Crime and Corporate Transparency Act 2023 ( ECCTA...
Service Level Agreement 1 Definitions 1.1 In this Schedule: 24x7x365 means twenty-four hours a day, seven days a week, all year round (or 366 days where it is a leap year); Business Day means any day that is not a Saturday, Sunday, or a public or bank holiday in England; [ Critical Service Level Failure means a failure by the Supplier to obtain a P1 Resolution in line with the P1 Resolution Service Level (subject to paragraph 4) on [ [ three ] occasions in any [ three ] Month period OR define as appropriate ] ; ] End of Support means that: (a) the version of any software within the Supported System; or (b) any hardware model within the Supported System, has reached its end-of-support date (as notified by the Supplier or the relevant third party...
Service Level Agreement 1 Definitions 1.1 In this Schedule: Available/ Availability denotes that the [ core functionality of the ] Hosted Solution is [ materially ] ready for use [ in accordance with its Specification ] by the Customer, determined as follows: A = ( PU – X) / ( PU) (x 100 to be expressed as a percentage) A stands for Available; PU stands for Potential Uptime; X stands for the combined total minutes in total in the relevant Month (excluding Downtime) when the Hosted Solution is not Available; [ Critical Service Level Failure means [ either: (i) the Supplier’s failure to meet the Service Level for [ three Months ] within any [ six Month ] timeframe; or (ii) the Supplier’s failure to maintain Availability above [ Z% ] during any one Month OR define as...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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